Exhibit 4.1
OWENS CORNING
THIRD SUPPLEMENTAL
INDENTURE
T HIRD S UPPLEMENTAL I NDENTURE (this “ Supplemental Indenture
”), dated as of April 24, 2008, among OCV Fabrics US,
Inc., a Maine corporation (the “ Guaranteeing
Subsidiary ”), a subsidiary of Owens Corning, a Delaware
corporation (the “ Company ”), the Company, the
other Guarantors (as defined in the Indenture referred to herein)
and LaSalle Bank National Association, as trustee under the
Indenture referred to below (the “ Trustee
”).
W I T N E S S E T H
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture (the “
Indenture ”), dated as of October 31, 2006
providing for the issuance of 6.50% Senior Notes due 2016 and the
7.00% Senior Notes due 2036 (the “ Notes
”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company’s Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the
“ Note Guarantee ”);
WHEREAS, the Guaranteeing
Subsidiary, concurrently with the execution of this Supplemental
Indenture, will guarantee the Company’s Obligations under the
Credit Agreement; and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. C APITALIZED T ERMS .
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. A GREEMENT TO G
UARANTEE . The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 10 thereof.
4. N O R
ECOURSE A GAINST O THERS . No
past, present or future director, officer, employee, incorporator,
stockholder or agent of the Guaranteeing Subsidiary, as such, shall
have any liability for any obligations of the Company or any
Guarantor under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws
and it is the view of the SEC that such a waiver is against public
policy.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JU
